companies act part 2
TRANSCRIPT
8/14/2019 Companies Act Part 2
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Companies Act Part II 1
WELCOME TO
INDIAN COMPANIES ACTPART II
8/14/2019 Companies Act Part 2
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Companies Act Part II 2
PROCEDURE FOR
INCORPORATION OF A COMPANY
For a company to be incorporated, itmust be registered with the“Registrar Of Companies” (ROC).
After the company is registered, itreceives a “Certificate Of Incorporation” after which the
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R i tr ti n f th
Documents to be filed with ROC
2. The Memorandum of Association
3. The Articles Of Association
4. An agreement, if any, which the company proposes to
enter into with any individual for appointment as itsmanaging director or whole-time director or manager.
5. *A statutory declaration in Form 1 that therequirements of the Companies Act have beencomplied with in respect of the registration of thecompany and matters precedent and incidental thereto.
* [by a practising Advocate, of a High Court or a companysecretary or Chartered Accountant in whole-time practiceOR
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Additional Documents(In case of a Public Company)
• Written consent of directors in Form29 to agree to act as directors
• The complete address of theregistered office of the company inForm 18
• Details of the directors, managing
director and manager the companyin Form 32.
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Memorandum of Association
It is the basic document which contains
3. The objectives of the company.4. The business activity (ies) the
company is authorised to undertake.5. Location of the Registered Office.
6. Capital structure of the Company.
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The Articles of
Contains:
3. The rules and regulations for theinternal administration of thecompany.
4. It includes bye laws relating to themanagement of the company.
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Certificate of Incorporation
Issued by the Registrar of Companiesunder his seal and signature after
the afore mentioned documents aresubmitted to him and
the same were scrutinized by theRoC.
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Notice of Registered Office
After obtaining the Certificate of
Incorporation,the Company Secretary must sendthe notice
of registered address of the company, if it was not sent earlier,
within 30 days of registration.
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Companies Act Part II 9
Commercial Operations
1.A “Private Company” is eligible totransact business, on obtaining theincorporation certificate, The private
company is now incorporated.2.A “Public Company”, however cannot
transact business unless it obtains a
‘trading certificate‘(also known as “Certificate of Commencement of
Business”)
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Management of a Company
A company being a body corporateis managed and run by a Board
The Board is comprised of Directors
Directors are appointed under themandate of the members or shareholders
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Definition of "member"
According to Section 41 of the Act,
(1) The subscribers of the memorandum of acompany shall be deemed to have agreed tobecome members of a company, and on its
registration, shall be entered as members in itsregister of members.
2) Every other person who agrees in writing tobecome a member of a company and whosename is entered in its register of members,
shall be a member of the company.3) Every person holding equity share capital of acompany and whose name is entered asbeneficial owner in the records of thede ositor shall be deemed to be a member of
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Minimum number of Directors(Sec. 252)
1 Every public company shall have atleast
three directors:
2.A public company having,-
(a) a paid-up capital of five crorerupees or more;(b) one thousand or more smallshareholders,
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Minimum number of
3. Every [other] company shall have atleast two directors.
[Explanation.-For the purpose of thissub-section "small shareholder" means
a shareholder holding shares of nominalvalue of twenty thousand rupees or less in a public company]
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THE “BOARD”
The directors of a companycollectively are referred to as the
"Board of directors" or "Board". Only individuals to be directors
• Section 253 lays that no body
corporate, association or firm shallbe appointed director of a company,and only an individual shall be so
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Appointment of Directors
Proportion of those who are to retireby rotation
Unless all Directors to retire, asprovided for in the
Articles of Association, at least two
thirds of the totalnumber directors of a public companyshall be
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Nominated Directors
Where the Articles of the Company soauthorize
A financial Institution which hasadvanced huge
loans to a company, may induct aDIRECTOR
on the board of the Company.
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Management
The affairs of a company are managedby the
Board of Directors.
It is customary that a ManagingDirector is
appointed to head the management of a
company.
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Managing Director
A person entrusted with any powers of the
Management (Section 226)
Exercises some or all powers andfunctions of
the Directors in managing the
company, as delegated by virtue of an
agreement,
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How a MD is appointed?
1. By an agreement with the company
2. By the Resolution of Board of Directors
3. By the Resolution passed by thecompany
4. at the Annual General Meeting
5. By the Memorandum of Association
6. By the Articles of Association
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Day to day Management
he Board of Directors or with theapproval of
the Board, the Managing Director or anyother
Director,can be vested with the powers to appoint
such
Officers and employees as necessaryfor the functions, business and activities
of the
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End of Part II
THANK
YOU!